SMI Culture & Travel Group Holdings Limited (HKSE: HK 2366) was established in 2004. It is mainly engaged in investments in the production and distribution of films, investments in the production and distribution of television dramas, creation, production and distribution of new media contents, production and distribution of online and film advertisements and agency operation for film directors, scriptwriters and artists.

SMI Culture & Travel is a renowned player in the film, culture and entertainment industry in the Greater China region. It invested in and produced a number of award-winning and globally acclaimed masterpieces which recorded outstanding box office revenue.

In August 2013, the principal business of SMI Culture & Travel was developing rapidly upon the introduction of a new major shareholder, SMI Holdings Group Ltd. (HKSE: HK 0198), which is a famous China-based investor and operator of cinemas commanding a number of Cinemas and abundant market operation resources.

In light of China’s booming culture and media industry and its bright market prospect, SMI Culture & Travel will seize the opportunities and ride on its edge of diverse resources to intensify the investments in film projects, with a view to achieving creative breakthroughs and value realization in the era of mobile Internet, thus maximizing investment returns for shareholders.

Mr. WU Chien-Chiang (Chairman) - Executive Director

Mr. WU Chien-Chiang (“Mr. Wu”), aged 62, appointed as an Independent Non-executive Director on 11 September 2013 and re-designated as an executive Director and appointed as chairman of the Board on 28 July 2017. He has experience of operating media and entertainment business in Taiwan for more than 30 years. He holds offices and positions in the following companies: (i) a director and the general manager of Era Communications Co., Limited; (ii) the chairman and the general manager of Satellite Entertainment Communication Co., Limited; (iii) the chairman and the general manager of Goldsun Communications Co.,Limited; (iv) the general manager of Media-Chain International Marketing Co., Limited; (v) the chairman of Era Integrated Marketing Co., Limited; and (vi) the publisher of Trend Media & Publication Limited.

Ms. YAO Qinyi - Executive Director

Ms. YAO Qinyi (“Ms. Yao”), aged 36, appointed as an Executive Director on 24 November 2016. She holds a bachelor degree in the department of Electronic Information Engineering from Xi’an Shiyou University in 2004.

She joined Mei Ah Entertainment Group Limited in 2008, and acted as the deputy general manager of Meiya Huatianxia Film Distribution Company Limited, the deputy general manager of Mei Ah Film & TV Culture Limited and the deputy general manager of Mei Ah Theatre Management Limited from 2009 to 2015. Since 2016 to the present, she has been the legal representative, director and general manager of Stellar Mega Films Company Limited; the legal representative, executive director and general manager of Beijing Xingmei Entertainment Distribution Company Limited; and the legal representative of Beijing Xingmei Culture Agency Company Limited.

Ms. Yao is an authorized representative and a director of certain subsidiaries of the Company.

Mr. LI Kai - Executive Director

Mr. LI Kai (“Mr. Li”), aged 56, appointed as an executive Director on 9 March 2018. Mr. Li graduated from the Postgraduate School of the China Academy of Social Sciences and has over 20 years of experience in corporate management both in the PRC and the United States.

Mr. Li is an authorised representative and a director of certain subsidiaries of the Company.

Mr. RAO Yong - Independent Non-Executive Director

Mr. RAO Yong (“Mr. Rao”), aged 59, has been an Independent Non-executive Director since 20 January 2017. He graduated from Guangxi University of Finance and Economics* (廣西財經學院), with a diploma of Business Finance in June 1980. He also obtained a master degree of Economic Management from Party School of Guangdong Province* (廣東省黨校). Mr. Rao is a certified public accountant and an auditor in the PRC.

Mr. Rao worked as a fiscal commissioner at Guangxi Wuzhou Finance Bureau* (廣西梧州市財政局) from June 1980 to May 1984. During the period from June 1984 to December 1990, he served as a section chief at Guangxi Wuzhou Auditing Bureau* (廣西梧州市審計局). From December 1990 to September 1997, he was a director* (處長) of the division at Shenzhen Auditing Bureau* (深圳市梧州市審計局). During the period from September 1993 to September 1997, he held a concurrent post as the head of Shenzhen Auditing Firm* (深圳審核事務所所長). He joined Shenzhen Pengcheng Accounting Firm* (深圳鵬城會計師事務所) as the general manager and the partner in September 1997 and left in August 2012. From August 2012 to
present, Mr. Rao worked as the managing partner and the head of Guangdong office of Ruihua Certified Public Accountants* (瑞華會計師事務所). He served as a president of Shenzhen Institute of Certified Public Accountants* (深圳市註冊會計師協會會長) from December 2005 to September 2010 and the vice president of Guangdong Institute of Certified Public Accountants* (廣東省註冊會計師協會副會長) during November 2009 to May 2014, respectively. Mr. Rao was appointed as a member of the Fifth People’s Congress of Shenzhen City* (深圳市第五屆人大代表) in May 2010 and a member of the Sixth People’s Congress of Shenzhen City* (深圳市第六屆人大代表) and a member of the project budget committee of People’s Congress Standing Committee of Shenzhen City* (深圳市人大常務委員會計劃預算委員會委員) in May 2010, respectively.

Mr. Rao is an independent non-executive director, the chairman of audit committee and member of remuneration committee and nomination committee of Kaisa Group Holdings Ltd. (Stock Code: 1638), a company listed on the main board of The Stock Exchange of Hong Kong Limited.

Mr. Rao is the chairman of both the Audit Committee and the Remuneration Committee and a member of the Nomination Committee of the Company.

Mr. LIU Xianbo - Independent Non-Executive Director

Mr. LIU Xianbo (“Mr. Liu”), aged 54, has been an Independent Non-executive Director since 27 August 2013. He holds a law degree from Jiangxi University and a graduate of Southwest University of Political Science & Law in civil and commercial law in the PRC. Mr. Liu has been a practicing lawyer in the PRC for more than 20 years, specializing in finance, real estate, economics, contracts, civil dispute, liquidation and bankruptcy, criminal defence. He currently works at China Commercial Law Co. in the PRC.

Mr. Liu is the chairman of the Nomination Committee and a member of both the Audit Committee and the Remuneration Committee of the Company.

Mr. ZHAO Xuebo - Independent Non-Executive Director

Mr. ZHAO Xuebo (“Mr. Zhao”), aged 53, has been an Independent Non-executive Director since 28 July 2017. Mr. Zhao is currently a professor and a graduate tutor of the Faculty of Journalism and Communication and a part-time tutor of the Faculty of Economics and Management at Communication University of China. Mr. Zhao graduated from Shanxi University and obtained a bachelor degree in philosophy in 1986. He then obtained a master degree in law and a doctoral degree in literature from Communication University of China in 1998 and 2006 respectively. Mr. Zhao has over 30 years of experience in administrative and business management. From 2006 to 2010, he was the director of the dean office and the director of propaganda department of the party committee of Nanguang College, Communication University of China, as well as the deputy director of the Cultural and Creative Industrial Park Administrative Committee of Communication University of China. From 2016 to present, he is also the general manager of Beijing CUC Elite Education Co. Ltd.

Mr. Zhao is a member of each of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company.

The Company is committed to upholding a high standard of corporate governance to safeguard the interests of the Company and its shareholders as a whole. The Company has established a corporate governance structure in compliance with the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Listing Rules.

Directors’ Securities Transactions

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors. At the same time, the Company has also adopted the Model Code for Securities Transactions as guidelines for relevant employees in respect of their dealings in the securities of the Company.

Corporate Governance Function

The Board is also responsible for performing the corporate governance duties as required under the CG Code. The roles and functions of the Board in respect of corporate governance function are set out in code provision D.1.3 of the CG Code.